<PAGE> 1
------------------------------
OMB APPROVAL
------------------------------
OMB Number: 3235-0145
Estimated average burden hours
per response.............14.90
------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 1)*
UNITRODE CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
913283107
- --------------------------------------------------------------------------------
(CUSIP Number)
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-(c)
[ ] Rule 13d-1(d)
- ---------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
- ------------------- -----------------
CUSIP NO. 913283107 13G PAGE 2 OF 5 PAGES
- ------------------- -----------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION OF ABOVE PERSON
OPPENHEIMER CAPITAL (IRS NO. 13-3413767)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0-
NUMBER OF SHARES -----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 3,878,147
REPORTING -----------------------------------------------------
PERSONS 7 SOLE DISPOSITIVE POWER
WITH
-0-
-----------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,878,147
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,878,147
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.9
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
2
<PAGE> 3
ITEM 1 (a) NAME OF ISSUER:
Unitrode Corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
7 Continental Boulevard
Merrimack, New Hampshire 03054
ITEM 2 (a) NAME OF PERSON FILING:
OPPENHEIMER CAPITAL
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Oppenheimer Tower, World Financial Center
New York, New York 10281
(c) CITIZENSHIP:
Not Applicable.
(d) TITLE OF CLASS OF SECURITIES:
Common Stock
(e) CUSIP NUMBER:
913283107
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act;
(d) [ ] Investment company registered under Section 8 of
the Investment Company Act;
(e) [X] Investment adviser registered under Section 203 of
the Investment Advisors Act of 1940;
(f) [ ] Employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] Parent holding company or control person, in
accordance with 13d-1(b)(ii)(G);
(h) [ ] Savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] Church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule13d-1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [ ]
3
<PAGE> 4
ITEM 4 OWNERSHIP.
(a) Amount beneficially owned: 3,878,147 **
(b) Percent of Class: 15.9
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote: 3,878,147 **
(iii) Sole power to dispose or direct the disposition
of: -0-
(iv) Shared power to dispose or direct the disposition
of: 3,878,147 **
- -----------------
** This report is being filed on behalf of Oppenheimer Capital, a Delaware
general partnership and/or certain investment advisory clients or
discretionary accounts relating to their collective beneficial ownership of
shares of common stock of the Issuer. Oppenheimer Capital is a registered
investment adviser under Section 203 of the Investment Advisers Act of 1940.
As a result of its role as investment adviser Oppenheimer may be deemed to be
the beneficial owner of the securities of the Issuer. Oppenheimer Capital has
the sole power to dispose of the shares and to vote the shares under its
written guidelines established by its Management Board.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Our clients have the right to receive or the power to direct the
receipt of dividends or the profits from the sale of such
securities. No one client owns more than five percent of the
securities of the Issuer.
ITEM 7 IDENTIFICATION AND CLARIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable.
ITEM 8 IDENTIFICATION AND CLARIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
4
<PAGE> 5
ITEM 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 9, 1999
/s/ THOMAS E. DUGGAN
--------------------------------------
General Counsel and Secretary
5
